INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 29th, 2021 • Thrive Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
THRIVE ACQUISITION CORPORATION PO Box 309, Ugland House Grand Cayman, KY1-1104, Cayman IslandsThrive Acquisition Corp • September 29th, 2021 • Blank checks • New York
Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Thrive Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 Class B ordinary shares (the “Shares”), $0.0001 par value per share, of the Company (the “Class B Shares”), up to 750,000 of which are subject to surrender and cancellation by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context
WARRANT AGREEMENT THRIVE ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • September 29th, 2021 • Thrive Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • September 29th, 2021 • Thrive Acquisition Corp • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
Underwriting Agreement between Thrive Acquisition Corporation and BTIG, LLC Dated September [ ], 2021 Thrive Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2021 • Thrive Acquisition Corp • Blank checks • New York
The undersigned, Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the underwriters shall refer exclusively to BTIG) as follows:
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • September 29th, 2021 • Thrive Acquisition Corp • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September 24, 2021, is entered into by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Thrive Acquisition Sponsor LLC, a Cayman Islands exempted limited liability company (the “Purchaser”).
Thrive Acquisition Corporation Newton, Massachusetts 02466 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 29th, 2021 • Thrive Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and BTIG, LLC, as the sole underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover the Underwriter’s option to purchase additional units, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registr
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2021 • Thrive Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Thrive Acquisition Sponsor LLC, a Cayman Islands exempted limited liability company (the “Sponsor”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor, a “Holder” and collectively, the “Holders”).
CHARLES URBAIN WARRANTS PURCHASE AGREEMENTCharles Urbain Warrants Purchase Agreement • September 29th, 2021 • Thrive Acquisition Corp • Blank checks • New York
THIS CHARLES URBAIN WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September 24, 2021, is entered into by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Charles Urbain (the “Purchaser”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • September 29th, 2021 • Thrive Acquisition Corp • Blank checks • New York
This Administrative Services Agreement (this “Agreement”), dated as of [●], 2021, is made and entered into by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Thrive Acquisition Sponsor LLC, a Cayman Islands exempted limited liability company (the “Service Provider” and, together with the Company, the “Parties” and, each individually, a “Party”).
GR SLEEP LLC WARRANTS PURCHASE AGREEMENTLLC Warrants Purchase Agreement • September 29th, 2021 • Thrive Acquisition Corp • Blank checks • New York
THIS GR SLEEP LLC WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September 24, 2021, is entered into by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and GR Sleep LLC, a Delaware limited liability company (the “Purchaser”).
